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companylogoIndo Amines Ltd

You are Here : Home > Markets > CompanyInformation > Company Background
BSE Code : 524648 | NSE Symbol : INDOAMIN | ISIN : INE760F01028 | Industry : Chemicals |


Directors Reports

To,

The Members,

INDO AMINES LIMITED

The Board of Directors are pleased to present the 31st Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2024.

    1. FINANCIAL RESULTS:

      2. (v In Lakhs)

    Particulars

    Standalone

    Consolidated
    2023-24 2022-23 2023-24 2022-23
    Gross Total revenue 94,043.13 92,568.80 95,978.33 94,924.07
    Profit before tax and exceptional item 5933.21 5,261.13 5,805.78 5,678.98
    Profit for the year (after tax and attributable to shareholders) 4,433.28 3,799.12 4,281.30 4,087.55
    Other Comprehensive Income for the year
    (not to be reclassified to P&L) -1.73 0.41 1.53 1.06
    Other Comprehensive Income for the year
    (to be reclassified to P&L) - - - -
    Surplus brought forward from last balance sheet 15,050.97 11,620.02 15,626.31 11,911.36
    Profit available for appropriation 4,431.99 3,799.53 4,283.27 4,088.62
    Appropriations:
    Dividend -353.49 -353.49 -353.49 -353.49
    Tax on Dividend
    Other -48.59 -15.09 -52.36 -20.18
    Surplus carried forward 19,080.88 15,050.97 19,503.73 15,626.31
  1. COMPANY PERFORMANCE: Standalone:

    2. During the financial year 2023-2024, total revenue of the Company on standalone basis is ? 94,043.13 as against ? 92,568.80 in the previous year. Profit before Tax of ? 5933.21as against ? 5,261.13in the previous year, Profit after Tax of ? 4,433.28 as against ? 3,799.12in the previous year.

    Consolidated:

    During the financial year 2023-2024, total revenue of the Company on consolidated basis is ? 95,978.33as against ? 94,924.07in the previous year. Profit before Tax of ? 5,805.78 as against ? 5,678.98 in the previous year. Profit after Tax of ? 4,281.30 :as against ? 4,087.55 in the previous year.

  2. DIVIDEND:

    3. The Board of Directors at their meeting held on 22nd May, 2024, the Board of Directors has recommended a dividend of 10%

    i.e. 50 paisa per equity share of the face value of ? 5/- (Rupee Five only) each for the financial year ended March 31, 2024. The total final dividend payout will amount to ? 353.49 lakhs. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (‘AGM') of the Company.

    The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on 17th September 2024 . The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1st April, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the final dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 31st (thirty-first) Annual General Meeting of the Company, forming a part of this Annual Report.

  3. CONSOLIDATED FINANCIAL STATEMENTS:

    4. As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and applicable provisions of the Companies Act, 2013 read with the rules made thereunder, the Consolidated Financial Statements of the Company for

    the financial year 2023-24 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditors' Report form part of this Annual Report.

    In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the separate financial statements of each of the subsidiary company are available on the Company's website at https://www.indoaminesltd/investors. Any member desirous of inspecting or obtaining copies of the audited financial statements, including the CFS may write to the Company Secretary at shares@indoaminesltd.com.

  4. DEPOSITS:

    5. During the financial year 2023-24, the Company did not accept any deposit within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

  5. LISTING OF SHARES:

    6. Your Company's shares are listed on BSE & NSE respectively. The annual listing fees for the financial year 2024-25 to BSE & NSE has been paid by the Company.

  6. TRANSFER TO RESERVE:

    7. The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2024.

  7. CORPORATE RESTRUCTURING:

    8. During the year under review, the Board of Directors of the Company at their meeting held on 8th August, 2022, approved the draft scheme of amalgamation of Pious Engineering Private Limited with the Company their respective shareholders and creditors. Later, in a subsequent meeting held on 3rd April 2023, the Board of Directors had approved the revised the draft Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013 subject to regulatory approvals. The Appointed Date for the Scheme of Amalgamation was 1st January, 2023. Further, the Company has received In-principal Approval from both the Stock Exchanges on 19th July, 2023.

    Further, the shareholders in their meeting held on 21st March, 2024, had approved the aforesaid scheme. In light of this, the Company has submitted an application with the National Company Law Tribunal for the final order.

  8. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:

    9. As on 31st March, 2024, the Company had the following subsidiaries & Associate Companies.

    No. Name of Companies/Body Corporate Status
    1. Indo Amines (Malaysia) SDN BHD Subsidiary
    2. Indo Amines Americas LLC Subsidiary
    3. Indo Amines (Changzhou) Co. Ltd Subsidiary
    4. Indo Amines (Europe) Ltd. Subsidiary
    5. Indo Speciality Chemicals Private Limited Subsidiary

    Accordingly, the consolidated financial statements of the Company and all its subsidiaries companies prepared in accordance with Ind AS 110 as specified in the Companies (Indian Accounting Standard) Rules, 2015, form part of the Annual Report.

    Furthermore, a statement containing the salient features of the financial statements of the company's subsidiaries in the prescribed ‘Form AOC-1' is attached as ‘Annexure – I' forms part of the Board's report.

    In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.indoaminesltd.com Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. The Policy for determining material subsidiary is uploaded on the website of the Company and can be access on the company's website www.indoaminesltd.com

    Pursuant to notification issued by Ministry of Corporate Affairs dated February 16, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017.

  9. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Board of Directors

    10. In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Adhikrao A. Shingade (DIN: 09219226) and Mr. Rahul Vijay Palkar (DIN: 00325590) of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

    Following are the changes in Directors and Key Managerial Personnel of the Company:

    • Re-Appointment of Mr. Vijay Palkar (DIN: 00136027) as a Managing Director of the Company:

    During the year, the Company has appointed Mr. Vijay Palkar (DIN: 00136027) as a Managing Director of the Company for the period of three years with effect from 01st April, 2024 to 31st March, 2027, liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting (‘AGM') which was held on September 27, 2023.

      • Re-Appointment of Mrs. Bharti Palkar (DIN: 00136185) as a Whole-Time Director of the Company: During the year, the Company has appointed Mrs. Bharti Palkar (DIN: 00136185) as a Whole-Time Director of the Company for the period of three years with effect from 20thJuly, 2023 to 19th July, 2026, liable to retire by rotation. Further, the

    Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting (‘AGM') which was held on September 27, 2023.

      • Re-Appointment of Mr. Jayaprakash Shetty (DIN: 07980763) as a Whole-Time Director of the Company: During the year, the Company has appointed Mr. Jayaprakash Shetty (DIN: 07980763) as a Whole-Time Director of the Company for the period of two years with effect from 03rd November, 2023 to 02nd November, 2025, liable to retire by

    rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting (‘AGM') which was held on September 27, 2023.

      • Re-Appointment of Mr. Adhikrao Shingade (DIN: 09219226) as a Whole-Time Director of the Company: During the year, the Company has appointed Mr. Adhikrao Shingade (DIN: 09219226) as a Whole-Time Director of the Company for the period of two years with effect from 28th June, 2023 to 27th June, 2025, liable to retire by rotation.

    Further, the Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting (‘AGM') which was held on September 27, 2023.

      • Re-Appointment of Mr. Satish M. Chitale (DIN: 08149259) as an Independent Director of the Company: During the year, the Company has appointed Mr. Satish M. Chitale (DIN: 08149259) as an Independent Director of the Company for the period of two years with effect from 30th May, 2023 to 29th May, 2025, not liable to retire by rotation.

    Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 6th August, 2023.

      • Appointment of Mr. Rohan Deshpande (DIN: 09520645) as an Independent Director of the Company: During the year, the Company has appointed Mr. Rohan Deshpande (DIN: 09520645) as an Independent Director of the Company for the period of two years with effect from 25th February, 2024 to 24th February, 2025, not liable to retire by

    rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 02nd February, 2024.

      • Appointment of Mr. Avinash K. Aphale (DIN: 10167429)as an Independent Director of the Company: During the year, the Company has appointed Mr. Avinash K. Aphale (DIN: 10167429 as an Independent Director of the Company for the period of two years with effect from 18th May, 2023 to 17th May, 2025 not liable to retire by rotation.

    Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 6th August, 2023.

      • Appointment of Mr. Vijay Y. Sane (DIN: 10153927) as an Independent Director of the Company:

    During the year, the Company has appointed Mr. Vijay Y. Sane (DIN: 10153927) as an Independent Director of the Company for the period of two years with effect from 09th May, 2023 to 08th May, 2025 not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 6th August, 2023.

      • Appointment of Mr. Dhawal Vora (DIN: 00130115) as an Non-Executive - Non Independent Director of the Company:

    During the year, the Company has appointed Mr. Dhawal Vora (DIN: 00130115) as an Additional Director (Non-Executive Non-Independent) of the Company with effect from 10th August, 2023, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Oridnary Resolution in 30th Annual General Meeting (‘AGM') which was held on September 27, 2023 to appoint him as Director (Non-Executive Non-Independent) of the Company.

      • Retirement of Mr. Suneel Raje (DIN: 07816980) as an Independent Director of the Company:

    The term of office of Mr. Suneel Raje (DIN: 07816980) as an Independent Director ended on 8th May, 2023 and consequently he ceased to be a Director of the Company with effect from close of business hours on 8th May, 2023. The Board places on record its sincere appreciation of the contribution made by Mr. Sunnel Raje during his association with the Company.

      • Retirement of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director of the Company: The term of office of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director ended on 25th May, 2023 and consequently she ceased to be a Director of the Company with effect from close of business hours on 25th May, 2023.

    The Board places on record its sincere appreciation of the contribution made by Dr. Prof. Lakshmi Kantam during her association with the Company.

      • Resignation of Mr. Nandan Khambete (DIN: 08963471) as an Non-Executive - Non Independent Director of the Company:

    Mr. Nandan Khambete (DIN: 08963471), Non-Executive - Non Independent Director of the Company has resigned from the designation of Director of the Company with effect from 17th May, 2023. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

      • Resignation of Mr. Nandu Gupta (DIN:00335406) as a Whole-Time Director of the Company:

    During the year, the Company has appointed Mr. Nandu Gupta (DIN:00335406) as a Whole-Time Director of the Company for the period of one year with effect from 10th August, 2023 to 09th August, 2024, liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting (‘AGM') which was held on September 27, 2023.

    Mr. Nandu Gupta (DIN:00335406) as a Whole-Time Director of the Company has resigned from the designation of Director of the Company with effect from 11th October, 2023. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

      • Resignation of Mr. Vijay Naik (DIN: 08998268) as a Whole-Time Director of the Company:

    Mr. Vijay Naik (DIN: 08998268) as a Whole-Time Director of the Company has resigned from the designation of Director of the Company with effect from 30th November, 2023. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

      • Resignation of Mr. Deepak Kanekar (DIN:02570268) as a Director of the Company:

    Mr. Deepak Kanekar (DIN: 02570268) as a Chairman of the Company has resigned from the designation of Director of the Company with effect from 21st May, 2024. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

      • Resignation of Mr. Keyur Chitre (DIN: 07800503) as a Director of the Company:

    During the year, the Company has appointed Mr. Keyur Chitre (DIN: 07800503) as a Whole-Time Director of the Company for the period of three years with effect from 29th December, 2023 to 28th December, 2026, liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting (‘AGM') which was held on September 27, 2023.

    Mr. Keyur Chitre (DIN: 07800503) as a Whole-Time Director of the Company has resigned with effect from 31st May, 2024. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

      • Appointment of Mr. Saji Jose (DIN: 10650311) as a Whole-Time Director of the Company:

    During the year, the Company has appointed Mr. Saji Jose (DIN: 10650311) as an Whole time Director of the Company for the period of Three years with effect from 1st June, 2024 to 31st May, 2027, subject to the approval of shareholders. Further, the company has proposed his approval to the shareholders via postal ballot dated 22nd May, 2024.

      • Resignation of Mr. Mukesh Agrawal as Chief Financial Officer of the Company:

    Mr. Mukesh Agrawal, resigned from the position of the Chief Financial Officer of the company wef 9th November, 2023.

      • Appointment of Mrs. Suniti Thombre as Chief Financial Officer of the Company:

    Mrs. Suniti Thombre, was appointed as the Chief Financial Officer of the company wef 10th November, 2023.

      1. DECLARATION BY INDEPENDENT DIRECTORS:

        2. The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of

      the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations. .

      Further, the Independent Directors have also confirmed that they have complied with the Company's code of conduct.

    1. STATEMENT OF BOARD OF DIRECTORS:

      2. The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company including new appointment possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

    2. BOARD MEETINGS HELD DURING THE YEAR:

      3. During the year, Five (5) meetings of the Board of Directors were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 along with circulars and regulations issued under as amended from time to time in this regard. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report which forms part of this Annual Report attached as ‘Annexure - VII' to the Board's Report.

    3. COMMITTEES OF THE BOARD:

    The Board currently has Four (4) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely:

      1. Audit Committee
      2. Nomination and Remuneration Committee
      3. Stakeholders Relationship Committee
      4. Corporate Social Responsibility Committee

    All the recommendations of the above Committee's has been accepted by the Board. A detailed update on the Board, its Committees, its composition, detailed charter including terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

      1. NOMINATION AND REMUNERATION POLICY:

        2. Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration.

        The details of Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been posted on the website of the Company available at http://www.indoaminesltd.com/Investors/Policies.

      2. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

        3. In compliance with the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of individual Directors and as also Committees of the Board.

        Board has carried out an annual evaluation of its own performance, Board Committees and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

        The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at their separate meeting held on 9th February, 2024. The Board of Directors expressed their satisfaction with the evaluation process.

        The details of the evaluation process are set out in the Policy on Board Evaluation of the Company and the same is available on the Company's website at http://www.indoaminesltd.com/Investors/Policies

      3. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

        4. In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of training and familiarization Programme have been provided under the Corporate Governance Report.

    1. MANAGEMENT DISCUSSION AND ANALYSIS:

      2. Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Board's Report is annexed herewith as ‘Annexure -III'.

    2. CORPORATE GOVERNANCE:

      3. The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations forms part of the Annual Report is annexed herewith as ‘Annexure-VII'. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

    3. DIRECTORS RESPONSIBILITY STATEMENT:

    Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirm that;

      1. In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
      2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profis of the Company for the year 1st April, 2023 to 31st March, 2024.
      3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
      4. The Directors have prepared the annual accounts on a ‘going concern' basis;
      5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and.
      6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
      1. AUDIT REPORTS AND AUDITORS: Statutory Auditor:

        2. M/s. Kulkarni & Khanolkar, Chartered Accountants (FRN: 105497W), were appointed as Statutory Auditors of the Company to fill casual vacancy caused by the resignation of M/s. V S Somani & Company, Chartered Accountants (FRN: 117589) to hold office as the Statutory Auditors of the Company till the conclusion of the 31st Annual General Meeting of the Company to be held in the financial year 2024-2025. The auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company. Your Board of Directors recommend their appointment for the term of 5 years, commencing from 31st AGM till the 36th AGM to be held in FY 2029-2030.

        The Auditors' Report for the financial year ended 31st March, 2024 on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors' Report, which calls for any further comments or explanations.

        Cost Auditors:

        Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company accordingly maintains the required cost accounts and records.

        Your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on 17th May 2023, re-appointed M/s. Gangan & Company, Cost Accountants (FRN:100651) as the "Cost Auditors" of the Company for the Financial Year 2023- 24.

        Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 22nd May, 2024, re-appointed M/s. Gangan & Company, Cost Accountants (FRN:100651) as the "Cost Auditors" of your Company for the Financial Year 2024-25, subject to ratification of their remuneration at the ensuing 31st (Thirty-first) AGM. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Report, which calls for any further comments or explanations.

      Secretarial Auditors:

      Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on the recommendation of the Audit Committee, at its Meeting held on 17th May, 2023, appointed M/s. AVS & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

      Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 22nd May, 2024, re-appointed M/s. AVS & Associates, Practicing Company Secretaries as the "Secretarial Audit" of your Company for the Financial Year 2024-25

      The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as ‘Annexure - II' form parts of the Board's Report.

      The observations given by Secretarial Auditor in their report for the financial year ended March 31, 2024, are self-explanatory.

      Internal Auditors:

      Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on 17th May, 2023, had appointed M/s. V. V Rane & Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2023-2024, to conduct Internal Audit of the Company.

      Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 22nd May, 2024 , re-appointed M/s. V. V Rane & Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2024- 25.

    1. EXTRACT OF ANNUAL RETURN:

      2. The Annual Return of the Company as on 31st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://www.indoaminesltd.com/Investors/Policies

    2. RELATED PARTY TRANSACTIONS:

      3. In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a revised Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

      The policy on related party transactions is available on the Company's website at http://www.indoaminesltd.com/Investors/ Policies

      All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

      All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ‘Form AOC-2' is not applicable.

      The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report. As well as Related Party Transactions for the Half Year ended 30th September, 2023 and 31st March, 2024 are available on the website of the Company at http://www.indoaminesltd.com

    3. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO :

      4. In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended 31st March, 2024 are given in ‘Annexure - IV' and forms part of the Board's Report.

    4. LOANS AND INVESTMENTS:

      5. Details of loans, guarantees and investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2024, are set out in Note 4 & 8 to the Standalone Financial Statements have been disclosed in the forming part of this Annual Report.

    5. RISK MANAGEMENT POLICY:

      6. As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the

      procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plans for the Company. The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Audit Committee of the Company has periodically reviewed the various risk associates with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

    6. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

      7. The Company has in place Internal Financial Control system, commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

      The finance department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

      M/s. Kulkarni & Khanolkar, Chartered Accountants, Statutory Auditors of the Company have monitor & evaluate the efficacy of Internal Financial Control System in the Company, it is in compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

    7. INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF'):

      8. Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividend of ? 21,13,339 to IEPF Authority. Further corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are provided in the Corporate Governance Report and are also available on the Company's website at www.indoaminesltd.com.

    8. CORPORATE SOCIAL RESPONSIBILITY:

      9. The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.

      The present CSR initiatives of the Company focuses on recognized activities mentioned in Schedule VII of the Companies Act, 2013. The CSR policy is available on the website of the company http://www.indoaminesltd.com/investors/policies/CSR policy/ and the Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Companies Act 2013 is annexed herewith as ‘Annexure – V' to this Directors' Report.

    9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

      10. Except as mentioned below and elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report:

      On Wednesday, June 12, 2024, a fire occurred at one of the company's premises located in Dombivli, Maharashtra. Due to prompt and effective measures taken, the catastrophe was controlled, and there were no injuries or loss of life. The actual associated losses will be disclosed to the stock exchanges once the insurance claim is settled in due course.

    10. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

      11. To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations and in terms of the provisions of Section 177 of the Companies Act, 2013, the Company has implemented a Vigil Mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

      A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.

      The Whistle Blower Policy/Vigil Mechanism Policy is available on the website of: http://www.indoaminesltd.com/investors/policies/ whistle blower policy/

    11. ENVIRONMENTAL, SAFETY AND HEALTH:

      12. Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company used to refer to laws, rules, regulations, professions, programs, and workplace efforts to protect the health and safety of employees and the public as well as the environment from hazards associated with the workplace. The enhanced level of training on Process and Behavior based safety, adoption of safe & environmental friendly production process, Installation of Bioreactors, Chemical ROs, Multiple effect evaporator and Incinerator, etc. to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

    12. CREDIT RATING:

      13. During the year, CRISIL have accorded a credit rating of "BBB+" to our Company.

    13. PARTICULARS OF EMPLOYEES:

      14. The details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure - VI'. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may be also obtained by the members by writing to the Company Secretary of the Company.

    14. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

      15. The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

      The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D division & other offices during the year under review. The Company has submitted the Annual Returns to the local authorities, as required under the above mentioned Act.

      During the financial year ended March 31, 2024, no complaints pertaining to sexual harassment were received or registered by the Company and complied with the applicable provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

    15. HUMAN RESOURCE MANAGEMENT :

      16. We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the workers of the Company's manufacturing units and other staff has continued to be cordial.

      To ensure good human resources management at the Company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

      In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Directors' Report in ‘Annexure VI' if any.

      Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

    16. INSURANCE OF ASSETS:

      17. All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

    17. GENERAL:
      1. The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
      2. During the year, there are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;
    1. The Managing Director & CEO of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn't have any Holding Company;
    2. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;
    3. The Company has not issued any sweat equity shares to its directors or employees;
    4. During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.
    5. During the year, the Company does not issue any ESOP scheme for its employees/Directors. Further, the Company has not issued any sweat equity shares or shares having differential voting rights
    6. There was no change in the nature of business of the Company during the financial year.
    7. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
      1. BANK AND FINANCIAL INSTITUTIONS:

        2. The Board of Directors of the Company are thankful to their bankers for their continued support to the Company.

      2. ACKNOWLEDGEMENTS:

    Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and cooperation towards the progress of your Company.

    On behalf of the Board of Directors For Indo Amines Limited

    Sd/-

    Place: Dombivli Pradeep Thakur

    Date: August 08, 2024 Chairman & Director

    DIN: 00685992